DEF 14A of Rani Therapeutics Holdings, Inc.
Filed Apr 16, 2025 · FY20240001140361-25-014078
Election of Directors
Election of Directors Rani Holdings’ Board of Directors currently consists of eight directors. There are eight nominees for director this year. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company who was previously elected by the stockholders. Although the Company does not have a formal policy regarding attendance by members of the Board of Directors at annual meetings of stockholders, all directors are encouraged to attend. Six directors attended the Company’s 2024 annual meeting of stockholders. Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the eight nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the eight nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Rani Holdings. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
NOMINEES
NOMINEES The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this proxy statement. The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities and expertise that the committee views as critical to effective functioning of the Board. The Board believes it is important to develop a diverse and experienced board of directors. To provide a mix of experience and perspective on the board, the committee takes into account various factors, including diversity (including diversity of gender, race, ethnicity, sexual orientation, age, and cultural background), integrity, skills and experience. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the committee to believe that that the nominees should continue to serve on the Board. However, each of the members of the committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.
NOMINEES
| Name | Age | Principal Occupation/ Position Held With the Company | | Talat Imran | 44 | Chief Executive Officer of the Company | | Mir Imran | 68 | Chairman of the Board of Directors of the Company | | Dennis Ausiello, M.D. | 79 | Director of CATCH, Massachusetts General Hospital | | Jean-Luc Butel | 68 | Director at Takeda, Novo Holdings, and SG Innovate | | Laureen DeBuono | 67 | Partner, FLG Partners, Inc. | | Andrew Farquharson | 56 | Managing Director, InCube Ventures II, LP | | Maulik Nanavaty | 63 | Chief Executive Officer, Anumana, Inc. | | Lisa Rometty | 57 | Chief Executive Officer, Zerigo Health, Inc. |
NOMINEES
Talat Imran. Mr. Imran has served as a member of our Board of Directors and our Chief Executive Officer since June 2021. From January 2014 to June 2021, Mr. Imran served as our Vice President, Strategy. Previously, Mr. Imran served as a partner at InCube Ventures, LP, a venture capital company in the healthcare sector, from May 2007 to June 2021, as co-founder and Managing Director of VentureHealth, a healthcare investment company, from December 2012 to June 2021, and as Chief Executive Officer of Venture Web Partners, a web design, development and hosting firm, from June 2006 to December 2016. He earned a B.A. in Computer Science from the University of California, Santa Cruz. The Nominating and Corporate Governance Committee believes that Mr. Imran’s prior history as chief executive officer positions him to contribute to the Board of Directors his extensive knowledge of the Company and to provide Board continuity. Mr. Imran is the son of Mir Imran, a director and the Chairman of the Company, and a nephew of Mir Hashim, the Company’s Chief Scientific Officer. Mir Imran. Mr. Imran founded Rani Therapeutics, LLC and has served as a member of our Board of Directors since February 2012. From February 2012 to June 2021, he served as our President and Chief Executive Officer, and since June 2021, as our Chairman. Since November 2012, Mr. Imran has served as a co-founder and a Managing Director of InCube Ventures, LP and InCube Crowdfunding, LLC, venture capital companies in the healthcare sector. Since 1995, Mr. Imran has also served as the Chairman of InCube Labs, LLC, a research company that he founded. Mr. Imran is a fellow of the American Institute of Medical and Biological Engineers, the National Academy of Engineering and the National Academy of Inventors. Mr. Imran earned a B.S. in Electrical Engineering from Rutgers University, and attended Rutgers Medical School. The Nominating and Corporate Governance Committee believes Mr. Imran is qualified to serve on our Board of Directors because of his experience in the healthcare sector and medical device research and his extensive knowledge of our Company. Mr. Imran is the father of Talat Imran, a director and the Chief Executive Officer of the Company, and a brother of Mir Hashim, the Company’s Chief Scientific Officer. Dennis Ausiello, M.D. Dr. Ausiello has served as a member of our Board of Directors since September 2018. Dr. Ausiello serves as the Director of the Center for Assessment Technology and Continuous Health (CATCH), which he co-founded, Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School and Physician-in-Chief Emeritus at Massachusetts General Hospital. From 1996 to April 2013, Dr. Ausiello served as the Chief of Medicine at Massachusetts General Hospital. Dr. Ausiello is a member of the Institute of Medicine of the National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Ausiello has served on the board of directors of Alnylam Pharmaceuticals, Inc., an RNA interference company, since April 2012, the board of directors of Seres Therapeutics, Inc., a microbiome therapeutics company, since April 2015 and previously served on the board of directors of Pfizer Inc., a pharmaceuticals company. Dr. Ausiello received a B.A. in Biochemistry from Harvard College and an M.D. from the University of Pennsylvania. The Nominating and Corporate Governance Committee believes Dr. Ausiello is qualified to serve on our Board of Directors because of his leadership experience in the medical field, including in finance and research. Jean-Luc Butel. Mr. Butel has served as a member of our Board of Directors since April 2021. Mr. Butel currently serves on the board of directors of multiple companies, including Takeda Pharmaceutical Company Limited, a global pharmaceuticals company, since June 2016, Novo Holdings A/S, a life science investment company, since June 2017, and JanaCare, a digital health company, since March 2019. Since June 2015, he has also served as President and Global Healthcare Advisor at K8 Global Pte Ltd., a business consulting firm. Mr. Butel served on the board of directors of Varian Medical Systems Inc., a medical equipment manufacturer, from February 2017 to April 2021. From July 2015 to September 2019, Mr. Butel served on the board of directors of BioMers Pte Ltd., a dental product manufacturer. Mr. Butel served as a member of the Singapore Economic Development Board, from January 2012 to January 2018, and as the Chair of the Finance Committee from March 2017 to March 2018. Mr. Butel also served as a Senior Advisor for the Healthcare Systems and Services group at McKinsey & Company, a management consulting firm, from July 2015 to January 2017. Mr. Butel earned a B.A. from George Washington University and an M.B.A from Thunderbird School of Global Management. The Nominating and Corporate Governance Committee believes Mr. Butel is qualified to serve on our Board of Directors because of his leadership experience in healthcare companies. Laureen DeBuono. Ms. DeBuono has served as a member of our Board of Directors since April 2021. Ms. DeBuono has served as a partner of FLG Partners, LLC, a financial consulting and advisory firm, since October 2011 and, from May 2020 to early 2025, she served as the firm’s Managing Partner. From August 2018 to December 2019, she served as Chief Executive Officer and a member of the board of directors of Govino, LLC, a sustainable wine glass distributor. From February 2018 to April 2019, Ms. DeBuono served as the Interim Chief Financial Officer and Advisor to the Chief Executive Officer of HotelTonight, a mobile travel booking company that was acquired in April 2019 by Airbnb, Inc. Prior to this, from May 2017 to February 2018, she served as the Chief Operating Officer for Circa of America, LLC, a private-label textiles company. From January 2014 to January 2017, Ms. DeBuono served as a member of the board of directors of Turtle Beach, a gaming headset company. She also served as an advisor to the Chief Executive Officer and board of directors of BuildDirect Technologies Inc., a Vancouver-based building goods company, from September 2016 to January 2017. From July 2014 to September 2016, she served as an Advisor to the board of directors and Interim Chief Financial Officer of Rodan & Fields, LLC, a premium skincare company. Ms. DeBuono earned a B.A. from Duke University, an M.A. from Stanford University and a J.D. from New York University School of Law. The Nominating and Corporate Governance Committee believes Ms. DeBuono is qualified to serve on our Board of Directors because of her financial management experience and experience in the healthcare and medical technology industries. Andrew Farquharson. Mr. Farquharson has served as a member of our Board of Directors since June 2012. Since January 2008, he has served as a Managing Director of InCube Ventures, LP, a venture capital firm in the healthcare sector that he co-founded. Mr. Farquharson is also the co-founder of VH Moll, and has been a Kauffman Fellow since 2006. Prior to entering venture capital, he served as Executive Vice President of Operon Technologies and held various roles within Genentech. Mr. Farquharson continues to serve on the boards of several private companies. Mr. Farquharson earned a B.A. from the University of California, Berkeley and an M.B.A. from Harvard Business School. The Nominating and Corporate Governance Committee believes Mr. Farquharson is qualified to serve on our Board of Directors because of his experience in the healthcare sector and extensive knowledge of our Company.
NOMINEES
Maulik Nanavaty. Dr. Nanavaty has served as a member of our Board of Directors since June 2016. Dr. Nanavaty is the chief executive officer and member of the Board of Directors of Anumana, Inc., a leading AI-driven health technology company. Dr. Nanavaty joined Anumana, Inc. in October 2023 after 18 years at Boston Scientific, where he served as a senior executive with extensive commercial and operational medical device experience in U.S. and international markets. Most recently, Dr. Nanavaty was Senior Vice President and President, Neuromodulation, at Boston Scientific Corporation, leading the development and commercialization of microelectronic implantable technologies and software used to treat neurological diseases and other chronic conditions. Prior to this role, he served as president of Boston Scientific Japan, and previously vice president and general manager of Interventional Cardiology, Boston Scientific Japan. Prior to this he served as President of Boston Scientific Japan and as Vice President and General Manager, Interventional Cardiology, Boston Scientific Japan. Prior to joining Boston Scientific, Dr. Nanavaty spent 16 years working in various executive positions at Baxter International, Inc., a healthcare products company. Dr. Nanavaty holds a Ph.D. in Pharmaceutical Sciences from the University of Illinois and an M.B.A. from the University of Chicago. The Nominating and Corporate Governance Committee believes Dr. Nanavaty is qualified to serve on our Board of Directors because of his extensive experience in the medical device industry. Lisa Rometty. Ms. Rometty has served as a member of our Board of Directors since January 2022. Ms. Rometty has been the Chief Executive Officer and a member of the Board of Directors of Zerigo Health, Inc., a digital health platform for the home treatment of chronic skin conditions, since August 2023. From August 2020 to June 2022, Ms. Rometty served as President of CVS Kidney Care, LLC, a subsidiary of CVS Health, Inc. focused on creating new products and services to slow the progression of chronic kidney disease. From July 2019 to August 2020, Ms. Rometty served as President, Global Client Solutions at Syneos Health, a public biopharmaceutical company. Prior to that, Ms. Rometty served as Vice President and General Manager of Oncology, Life Sciences and Personal Health-Watson Health and as Vice President and General Manager, Global Markets-Watson Health at IBM from January 2018 to July 2019 and October 2015 to December 2017, respectively. Ms. Rometty holds a B.S. in International Business from Michigan State University and an M.B.A. from the University of Notre Dame. The Nominating and Corporate Governance Committee believes Ms. Rometty is qualified to serve on our Board of Directors because of her leadership experience in the healthcare industry.
The Board Of Directors Recommends
The Board Of Directors Recommends A Vote In Favor Of Each Named Nominee.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Summary Compensation Table
Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2024 and 2023, compensation awarded to or paid to, or earned by, our Chief Executive Officer and our two other most highly-compensated executive officers as of December 31, 2024 (“Named Executive Officers”).
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2)(4) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Talat Imran Chief Executive Officer | 2024 | $105,818(3) | — | $2,936,227 | — | — | $3,042,245 | | | 2023 | $450,000(3) | $1,923,040 | $2,893,853(5) | — | — | $5,266,893 | | Mir Hashim Chief Scientific Officer | 2024 | $416,000 | — | $875,456 | — | — | $1,291,456 | | | 2023 | $416,000 | $756,160 | $996,166(6) | — | — | $2,168,326 | | Svai Sanford Chief Financial Officer | 2024 | $416,000 | — | $875,456 | — | — | $1,291,456 | | | 2023 | $416,000 | $756,160 | $983,836(7) | — | — | $2,155,996 |
Summary Compensation Table
| (1) Amounts represent the aggregate grant date fair value of restricted stock units granted to our Named Executive Officers under the 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to the audited financial consolidated statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table
| (2) Amounts represent the aggregate grant date fair value of options to purchase Class A common stock granted to our Named Executive Officers under the 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to the audited financial consolidated statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not correspond to the actual value that may be recognized by the Named Executive Officers. |
Summary Compensation Table
| (3) In November 2023, the Board approved a reduction in the annual salary of Mr. Imran from $520,000 to $100,000, effective November 1, 2023 through December 31, 2024 or until such time as we receive gross proceeds of $50,000,000 or more, from equity financing and/or one or more non-dilutive strategic, licensing or partnering transactions (the “Financing Threshold”). In November 2024, the Board approved to extend the reduction in annual salary of Talat Imran through December 31, 2025 or until the Financing Threshold is met. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($) | | Talat Imran | 3/21/2024(2) | 203,437 | 881,563 | $3.60 | 3/20/2034 | — | — | — | — | | | 3/27/2023(2) | 95,933 | — | $5.44 | 3/26/2033 | — | — | — | — | | | 3/27/2023 | 155,892 | 323,775 | $2.84 | 3/26/2033 | — | — | — | — | | | 3/27/2023(3) | — | — | — | — | 198,844 | $272,416 | — | — | | | 3/22/2022(2) | 109,750 | — | $13.21 | 3/21/2032 | — | — | — | — | | | 3/22/2022 | 71,337 | 82,313 | $2.84 | 3/21/2032 | — | — | — | — | | | 3/22/2022(4) | — | — | — | — | 43,300 | $459,321 | — | — | | | 9/9/2021(5) | 453,125 | — | $19.56 | 9/8/2031 | — | — | — | — | | | 9/9/2021 | 181,250 | 90,625 | $2.84 | 9/8/2031 | — | — | — | — | | | 6/17/2021(6) | 47,669 | — | $9.44 | 6/16/2031 | — | — | — | — | | | 6/17/2021 | 21,383 | 9,869 | $2.84 | 6/16/2031 | — | — | — | — | | Mir Hashim | 3/21/2024(2) | 60,656 | 262,844 | $3.60 | 3/20/2034 | — | — | — | — | | | 3/27/2023(2) | 34,300 | — | $5.44 | 3/26/2033 | — | — | — | — | | | 3/27/2023 | 55,737 | 115,763 | $2.84 | 3/26/2033 | — | — | — | — | | | 3/27/2023(3) | — | — | — | — | 78,188 | $107,118 | — | — | | | 3/22/2022(2) | 52,250 | — | $13.21 | 3/21/2032 | — | — | — | — | | | 3/22/2022 | 33,962 | 39,188 | $2.84 | 3/21/2032 | — | — | — | — | | | 3/22/2022(4) | — | — | — | — | 20,600 | $28,222 | | | | | 6/17/2021(5) | 127,788 | — | $9.44 | 6/16/2031 | — | — | — | — | | | 6/17/2021 | 57,285 | 26,439 | $2.84 | 6/16/2031 | — | — | — | — | | Svai Sanford | 3/21/2024(2) | 60,656 | 262,844 | $3.60 | 3/20/2034 | — | — | — | — | | | 3/27/2023(2) | 34,300 | — | $5.44 | 3/26/2033 | — | — | — | — | | | 3/27/2023 | 55,737 | 115,763 | $2.84 | 3/26/2033 | — | — | — | — | | | 3/27/2023(3) | — | — | — | — | 78,188 | $107,118 | — | — | | | 3/22/2022(2) | 41,666 | — | $13.21 | 3/21/2032 | — | — | — | — | | | 3/22/2022 | 27,084 | 31,250 | $2.84 | 3/21/2032 | — | — | — | — | | | 3/22/2022(4) | — | — | — | — | 16,450 | $22,537 | — | — | | | 6/17/2021(5) | 127,788 | — | $9.44 | 6/16/2031 | — | — | — | — | | | 6/17/2021 | 57,285 | 26,439 | $2.84 | 6/16/2031 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) On December 16, 2023, our Board of Directors approved a stock option award repricing whereby the exercise price of certain previously granted and still outstanding unvested stock option awards issued under the 2021 Plan and the 2016 Equity Incentive Plan, was reduced to $2.84 per share, which represented the most recent closing market price of our Class A common stock to the repricing date. No other terms of the options were modified, and the stock option awards will continue to vest according to their original vesting schedules, remain subject to the same service requirements and will retain their original expiration dates (the “Option Repricing”). |
Outstanding Equity Awards at Fiscal Year End
| (2) Award issued pursuant to the 2021 Plan. The shares subject to the options vest over 4 years, with 1/48th of the shares vesting on each monthly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. The award is disclosed in two rows to show the effects of the Option Repricing. |
Outstanding Equity Awards at Fiscal Year End
| (3) Award issued pursuant to the 2021 Plan. One-sixteenth of the shares subject to the restricted stock unit vest on each quarterly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. |
Outstanding Equity Awards at Fiscal Year End
| (4) Award issued pursuant to the 2021 Plan. One-quarter of the shares subject to the restricted stock unit vest on each yearly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. |
Outstanding Equity Awards at Fiscal Year End
| (5) Award issued pursuant to the 2016 Plan. The shares subject to the options vest over 4 years, with one-quarter vesting on June 14, 2022 and 1/48th of the shares vesting on each monthly anniversary thereafter, subject to the Named Executive Officer providing continued service through each such date. The award is disclosed in two rows to show the effects of the Option Repricing. |
Outstanding Equity Awards at Fiscal Year End
| (6) Award issued pursuant to Rani LLC’s 2016 Equity Incentive Plan and assumed by Rani Holdings in connection with the Company’s initial public offering. The shares subject to the option vest over 4 years, with 1/48th of the shares vesting on each monthly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Each of our Named Executive Officers has been granted options and restricted stock unit awards that are subject to the terms of the 2021 Plan. Stock awards granted under the 2021 Plan may be subject to acceleration of vesting and exercisability upon or after a Change in Control (as defined in the 2021 Plan) as may be provided in the applicable award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.
Director Compensation
Director Compensation The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of all directors of the Company, except Talat Imran, our Chief Executive Officer. Directors who are also our employees receive no additional compensation for their service as directors. Talat Imran did not receive any additional compensation for his services as a director in 2024. The compensation of Talat Imran is set forth above in the section titled “Executive Compensation.”
Director Compensation for Fiscal Year 2024
Director Compensation for Fiscal Year 2024
Director Compensation for Fiscal Year 2024
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2) ($) | Total ($) | | (a) | (b) | (d) | (h) | | Dennis Ausiello | $24,500 | $183,245 | $207,745 | | Andrew Farquharson | $22,500 | $183,245 | $205,745 | | Maulik Nanavaty | $33,750 | $183,245 | $216,995 | | Jean-Luc Butel | $31,250 | $183,245 | $214,495 | | Laureen DeBuono | $52,500 | $183,245 | $235,745 | | Lisa Rometty | $25,113 | $183,245 | $208,358 | | Mir Imran | $40,000 | $183,245 | $223,245 |
Director Compensation for Fiscal Year 2024
| (1) Amounts reflect the aggregate grant date fair value of options to purchase our Class A common stock granted to our non-employee directors during 2024 under our 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not correspond to the actual value that may be recognized by the non-employee directors. |
Director Compensation for Fiscal Year 2024
| (2) The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2024: |
Director Compensation for Fiscal Year 2024
| Name | Option Awards Outstanding at Year-End | | Dennis Ausiello | 272,009 | | Andrew Farquharson | 192,692 | | Maulik Nanavaty | 272,009 | | Jean-Luc Butel | 328,588 | | Laureen DeBuono | 328,588 | | Lisa Rometty | 216,425 | | Mir Imran | 192,692 |